In the Shadow of Thunderheads
by TVfan
Summary: (Thunderbolts) - Takes place in my Marvel U and starts with background information beginning during "Civil War" and going through "Initiative." - Baron Zemo once lead the Masters of Evil. Now he leads his own team of Thunderbolts, but in the wake of the registration act, he finds former "friends" as enemies and faces a bigger threat, Maria Hill and Norman Osborn's Thunderbolts.
1. Prologue: Seeking True Change and Redemp

All characters appearing in Thunderbolts and other Marvel titles are copyrighted to Marvel Entertainment and Stan Lee, and are owned by the Walt Disney Corporation. All real persons mentioned in this story belong to themselves. No infringement of these copyrights or offense to the people mentioned is intended, and is not authorized by the copyright holder or persons. All original characters are the property of TVfan.

Note: This story takes place in my version of the Marvel Universe. The prologue covers events during "Civil War" involving the main characters of this tale. The prime part of the story occurs at the end of "Initiative" and continues after it.

In the Shadow of Thunderheads

By TVfan

 **Prologue: Seaking True Change and Redemption… Versus Power Hungry Conquerors…**

 **The Folding Castle, Baron Zemo's HQ, During the Announcement of the Red Skull Reich**

"The lies of a simpleton," a young man spoke from a chair in a large central command room. His voice carried the air of the German aristocracy and a lineage that could be traced to noble families from the city of Leipzig. The accent wasn't too strong, but it was there all the same.

"Do you think anyone will follow him?" came a woman's voice making the man turn in his chair.

He turned to face her and despite his damaged face, he managed a soft smile to her. Melissa Gold had stood by his side for much of his tenure as leader of the Thunderbolts and had been an important confidant with regard to much of what he had been trying to do. Put his past as the leader of the Masters of Evil Behind him and truly become a better man. And as the second in command to the Thunderbolts, Melissa stood quietly with her long white hair with its dyed pink stripes framing her face as he, Baron Helmut Zemo, tried to lead them into something more respectable than they had been.

"I cannot say for certain," Zemo gave a low sigh, "The Red Skull's history with America's heroes has been longer than mine. After all, I only picked up where my father left of. The Red Skull was a contemporary of my father."

Melissa nodded. She knew Zemo's family history and of his tenure as the leader of the Masters of Evil. The fact that he had truly decided to try and change things and work with the government as the leader of the Thunderbolts was to be respected, though that couldn't change his past, and both of them knew it.

"Wouldn't that mean that the heroes will line up to oppose him?" Melissa asked.

"On the surface, yes," Zemo nodded, "the problem, though is what the man just pulled with the hero who wears the American flag and the fact that he's declared himself to wield the Cosmic Cube's power."

Melissa blinked back to the large computer linked television screen that Zemo had been watching. The screen had now switched to news commentators who were talking on about the Red Skull's announcement, blaming the evils of the Third Reich on Socialism and the political Left and then shaking hands with Captain America.

"If he used the Cosmic Cube… he could have a relative easy time of it if he can keep his focus, as there isn't much that can stop its powers," Zemo continued as he rotated his chair back around to watch the same screens.

"But Captain America has defeated the Red Skull in the past, even when the Skull's had the Cosmic Cube," Melissa pointed out, "it's in the S.H.I.E.L.D. files that the government has let us have access to."

"That has been a matter of the Captain's will versus the Skull's," Zemo answered, "the more the Captain has distracted him, the less the Cube's powers have been able to affect reality. And that leads into the second problem… if the Captain has believed the Skull for some reason. Many heroes will follow him simply for who he is, and if he's sided with the Skull…"

He looked over his shoulder to see if Melissa caught on to what he was saying.

"Than other heroes might side with the Skull," Melissa said slowly and with a degree of nervousness in her voice.

"And the Skull will use that to his advantage," Zemo nodded, "to continue some new plan of conquest over America and further the legacy of the madman he and my father served."

"So… what shall we do?" Melissa asked.

"I want the Thunderbolts on alert," Zemo answered, "thanks to our agreements with the US government… we cannot do much without their approval… but hopefully they will see through that man's lies and we can be ready."

"Can we take him?" Melissa wondered, "With all his power?"

"With my moonstones… I believe I can cancel out the Cosmic Cube," Zemo spoke, "while the rest of the team can take him down."

 **S.H.I.E.L.D. Offices, Washington DC, Shortly after the passing of the Registration Act…**

And Zemo did keep the Thunderbolts on alert, but found that while America's heroes lined up behind Captain America to oppose the Red Skull, the government decided to back the Red Skull with the perception that Hitler was a Socialist as the Red Skull had claimed. That had frustrated Zemo in that he wouldn't be allowed to try and be ready to join in a campaign against the Red Skull.

Now, the government had proposed and passed the Registration Act after an incident in Connecticut. The act seemed reasonable to Zemo, but something about it struck him as more than an effort to protect America from crime or foreign threats. Like Captain America and Iron Man, he saw the rift the act was creating in the superhero community and personally wanted to approach the handling of the act cautiously. Even with that, though, Zemo still found himself having to answer the government's call. And since S.H.I.E.L.D. had been assigned as the chief enforcer of the Registration Act, he was summoned under the supervision of Dallas Riordan, a representative of the government's Commission on Superhuman Activities, to report to one of S.H.I.E.L.D.'s offices.

"This had better include some briefing on how to deal with the Red Skull," Zemo said in a low voice with his mask covering his face.

"For the moment the Red Skull is to be treated as an ally of the United States," Dallas Riordan answered, "you are here to register yourself and your Thunderbolts and take whatever assignment the director gives you."

Zemo scowled beneath his mask as the woman opened the door into a relatively Spartan office in which a lone woman sat behind an oak desk. Behind her, illuminated by the light coming in through the window were the American flag and S.H.I.E.L.D.'s flag. Zemo noted how the S.H.I.E.L.D. flag was built around the militaristic decal of a black eagle, though he didn't make any direct commentary on that piece of irony. His focus was on the woman behind the desk, S.H.I.E.L.D. Director Maria Hill.

"Director," Zemo said with as much tact as he could muster for the situation.

"Zemo," Maria Hill said in a cold voice.

"Baron," Zemo answered, "I am Baron Zemo."

"Not officially," Maria Hill answered, "Your family lost ALL rights to its titles and holdings in Germany thanks to your father's support of Nazism in WW2 and continued attacks on America after the war. Your time as leader of the Masters of Evil would also make it damn impossible for you to claim those titles back from even the German government… and regardless, you're in America where do not recognize any titles… period."

Zemo did not answer while Maria Hill then began shuffling some papers on the desk she was seated at. Eventually she passed them over the side of the desk that Zemo stood in front of.

"These are the papers that will register the Thunderbolts under the authority of the United States government," Maria Hill said simply and watched quietly while Zemo looked over the papers and soon began to sign his name and write his name down along with the members of his Thunderbolts team.

"And what will you have us do?" Zemo asked quietly.

"For the moment, you and your team will be monitoring supervillain activity in the US," Maria Hill answered, "We're hoping that the heroes unite behind the Registration Act."

"Captain America and Namor didn't," Zemo pointed out.

"Steven Rogers is a criminal wanted for treason and disobeying the Registration Act and Namor is a foreign leader," Maria Hill answered, "once the Registration Act is accepted, the new Captain America will serve the US government without question and Atlantis will face the full might of the United States and S.H.I.E.L.D. for its needless aggression."

Zemo didn't say anything, but he found it odd that a man who had stood for what was right and continually stood against him while he led the Masters of Evil being derided as a criminal. He'd never thought anyone would turn so hard against Captain America, though for the moment he couldn't do anything about it. After a moment, he worked up the courage to ask on the Red Skull.

"And what of the Red Skull?" Zemo asked, "Surely you can't believe his lies? I'd bet that HE is the reason for the Captain's resistance to the act. He sees it as a creation of his long time enemy… the only one really left from World War II."

"As servants of the US government, we are to wait until the US government decides to deal with him," Maria Hill answered, "You are dismissed."

Zemo again scowled and did a quick about face.

 **The Folding Castle**

He returned to find Melissa waiting for him. The rest of the Thunderbolts were likely training. She remained quiet while he removed his mask and almost immediately began pacing. His moonstones hovered above him as he did so.

"Trouble, Helmut?" Melissa asked.

"S.H.I.E.L.D. seems to be more obsessed with fighting Captain America than the Red Skull as well as with protecting the Registration Act," Zemo answered with obvious frustration in his voice.

"Well… the country could probably STAND to have the Registration Act in place," Melissa answered, "Keep kids out of the fighting provide some means to train new heroes. Nothing wrong in that."

"True, but when did Captain America become an untrained combatant?" Zemo asked back rhetorically, "when did HE become an enemy of his country? When did the Red Skull become the 'good guy' in this whole affair?"

Melissa didn't answer. Zemo might be trying to turn his life around and leave his past behind him, but she was pretty sure that he and Captain America would never become drinking buddies. There was too much bad blood between them, and the fact that the Thunderbolts had been working with the government since before the present Registration Act crisis had been the only thing that had really kept the Avengers from deciding to arrest him for his past actions.

At the same time, Melissa also had the knowledge that Zemo's present decision to oppose the Red Skull was also a bit of a touchy subject and one that related to Zemo's own past.

 **A Few Days Before the Red Skull's Visit to Washington DC…**

Zemo spent a lot of his spare time practicing and training. The missions his Thunderbolts had been assigned to had been limited to random small time crooks that the government had managed to identify. It wasn't much, and Zemo felt it to be a slap in the face to him and his team. True the Thunderbolts had been former criminals, but they were still good and had proved capable in terms of dealing with foes of great power. Having the Thunderbolts run to Chicago to go after a lone lunatic calling himself 'Flag-Smasher' was overkill and the man surrendered to Radioactive Man without a fight. That left Zemo with nothing much more than training in the workout room of his castle.

The workout involved wooden projectiles being launched at him and using the moonstones to blast them apart or teleport them away. A few robotic drones armed with swords were also involved in the workout, and Zemo put his skills as a fencer to use, using a narrow straight sword with a golden colored handle and pommel to defend against the drones. With the moonstones, he didn't need good swordplay and on missions he typically left that sort of work to the Swordsman, but he still felt that keeping his skills sharp was a good idea.

It let him blow off steam from things that had been going on in the 'Civil War' as some news reports had been terming it. Captain America was underground in resistance to the Registration Act and the government was insisting on hunting him down like a dog. And the Red Skull was still being treated as an ally, which infuriated Zemo to no end. The man lied at every chance he had and the government seemed to believe every one. And in a few days, the Red Skull was due to make a state visit to Washington to cement the US-Red Skull Reich alliance concerning the prisoners at Guantanamo.

"The man preaches the same hatred that America has long railed against when others do it," Zemo grumbled to himself as he slashed at android that came at him and then rolled to dodge the attack of another, "the same sort of aggression and duplicity that made them hunt my father… made them distrust me when I decided to change my ways… and they trust HIM!?"

In a fit of anger and frustration, Zemo unleashed a wave of energy from the moonstones that incinerated the androids. To his surprise, he heard a female voice respond. At first he thought it might have been one of the other Thunderbolts coming in to train or report a new mission, but it was in fact, Maria Hill.

"Trust isn't the right word," Maria Hill said in a low voice, "we intend to use the Red Skull to do our dirty work for us. Once that is done and we have all the superhumans firmly under government control, we can dispose of him as we see fit."

Zemo raised one eyebrow with a bit of puzzlement. That wasn't the way any of America's heroes dealt with threats like the Red Skull. He'd never read any file where Mr. Fantastic tried to use Doctor Doom to deal with the Mole Men. The principle wasn't necessarily a bad one, but it wasn't something that the heroes used and it wasn't even one that S.H.I.E.L.D. had used with regard to threats like the Red Skull or even himself in the past. Those tricks generally didn't work on such characters.

"The Red Skull won't make it easy if you play that game," Zemo answered, "You may end up paying a much higher price than you expect in playing it…"

"All the more reason to bring in Steven Rogers and his rebels," Maria Hill answered, "once all the heroes toe the line, than our position will be better."

"You could bring him peacefully if you just abandon the Registration Act and focus on the Red Skull," Zemo told her, "I told you before that HE is probably the main reason he's in opposition to the act. Take the Skull out and THEN worry about registering heroes."

Maria Hill only frowned in response, "and I've told you that that isn't how we will be doing things. Politics and national security are a tough business."

"And now you want me to hunt the man who fought my father as though he were a Nazi?" Zemo asked.

"If that's the way you wish to view it… yes," Maria Hill nodded, "that is precisely what you are to do. Stark has largely failed to do anything more than try to talk to the rebels… and that's assuming he's even found any…"

"Sounds like you're having disagreements on how to inforce the act with more than just me," Zemo gave a chuckle.

"You will hunt down Steven Rogers," Maria Hill ordered.

"No," Zemo said flatly.

"What…?" Maria Hill said slowly.

"I said no," Zemo answered, "the Captain is not some supervillain out to conquer the world…"

"The Registration Act is the LAW!" Maria Hill roared, surprised that she was having to have these debates.

"Slavery was legal once too, as was segregation," Zemo commented, "and there are older laws that were out there that made it illegal to be Catholic in some parts of America. The Captain's opposition to the act comes more from his perception of right and wrong, not what is legal… and as I've said, since the Red Skull is the ultimate originator for the suggestion… he likely feels the act is a tool on the Skull's part to take over the country. To destroy it…"

"You're one to lecture me on taking over the country," Maria Hill shot back, though not really having anything that would truly counter what he had just said. But, she had to secure power over America's heroes to fulfil the terms of the Registration Act and prove that normal humans with training were better than superhumans of any kind.

Zemo gave a confident smile, "I admit that my past is not a poster child for the American good ol' boy. I was born to German nobility… I was born to an ardent Nazi, and spent a good portion of my life trying to live up to that ignoble legacy. Contrast that with the Captain… born to poor Irish Immigrants in Manhattan but stood for what was right and according to all your records was willing to fight against my father's master even if he lacked the physical power to do so… to stand up for what was right above all things."

There was a brief silence for a moment before Zemo continued.

"Between us, the Captain is much more the man you'd want to represent what is good in your country," Zemo continued, "and I can accept that I don't have his legacy and never will… but I have changed and am trying to show that…"

"And that means you won't arrest a criminal who is destabilizing the country?" Maria Hill demanded.

"It means I won't pick a fight with a man who doing what he thinks is right just because you say so," Zemo answered, "and neither will my Thunderbolts. If we run into him… we'll try to talk to him… work with Iron Man in that regard. Perhaps get everyone on the same side. But picking a fight with Captain America for whatever reason… all that would be for me would be a return to my past… which I am trying to get away from."

"And suppose Rogers continues to make things worse?" Maria Hill demanded.

"I doubt he will do that," Zemo replied, "and I'm sure you'll find some other stooge who doesn't realize the game the Red Skull is beating you at."

Maria Hill left the Folding Castle fuming.

 **Manhattan Sewers, Shortly After Escaping Fury's Bunker…**

Norman Osborn made his way slowly through the maze of darkened tunnels, frustrated by the fact that there were no lights on in the sewers. To a great extent he felt lucky to be alive. Captain America and his rebels had disarmed him completely after they captured him and when they had managed to escape the cells, the Thunderbolts team that Maria Hill had gathered, himself along with: Batroc the Leaper, Boomerang, Eel, Lady Deathstrike, Mister Hyde, Alistair Smythe, and Taskmaster, had run into the Punisher, who was fully armed. Castle killed Boomerang, Smythe, and Eel with single shots and Osborn and the others only escaped because Castle hadn't seemed to be personally hunting them.

"Blasted heroes," Osborn grumbled as he stumbled through the darkness and tried not to think about what his feet were touching and wondering where he was.

He thought he had memorized all the hidden spots under New York, as they had served him as his various Goblin hideouts that were separate from Osborn Industries, and yet Captain America and his rebels had one that he DIDN'T know of. He longed for a shot to get even for the defeat as a good part of him liked the idea of being able to have power over the other superhumans in America, which the Registration Act and Maria Hill's idea for the Thunderbolts allowed for. But for the moment he needed to find some safe place. Some place where he could recover his strength, rebuild his arsenal, and then volunteer his services to Maria Hill again.

The only thing he didn't like was that according to what he had seen on the news, Peter and Mary Jane had both registered, so he couldn't use that as a tool to strike at them and claim legality. He was further irritated when some of the news reports that covered 'Arachne' showed her having a bit of a baby bump, which would mean that Spider-Man and Arachne would have a little spider legacy to take over from them in the future, while he had nothing. Harry had always been a failure and Liz Allen did her best to keep him away from his grandson. Norman also figured that little Normie Osborn had too much of Harry in him and would never amount to anything. It enraged him that his great rival would have a good legacy to pass on, and he didn't have that. But dealing with that would have to wait.

He continued to stumble in the dark until he came across a great flash of light in front of him. He stumbled and fell back as he soon heard voices from where the light was.

"It's Osborn," a voice said in a low voice, "He still has his control collar on."

"Damn we got lucky that we suddenly picked up his signal again," came the answer, which Osborn recognized as the voice of Maria Hill. "Where are the others?"

"They don't seem to be there," the first voice answered, "and to be honest… I've lost their signals. They might have taken them off…"

"At least we have Osborn then," Maria Hill answered, "We can use him…"

"Director Hill…?" Osborn said slowly and doing his best to play it cool.

"I am no longer S.H.I.E.L.D. Director," Maria Hill answered, "the Socialists running the UN stole that job from me. I am now working for the US government solely with a mission…"

"I trust to defeat Steven Rogers?" Osborn asked, hoping to get and opportunity gain power.

"Among others," Maria Hill answered.

"Then I am at your service. Get me out of here… and a new glider… and you'll have yourself a Goblin," Osborn promised.

Maria Hill only smiled. Being removed as S.H.I.E.L.D. Director hurt, and seeing Tony Stark replace her was even worse, but she had friends in the administration and for the moment there was a chance that the Registration Act could survive. And when it did, Tony Stark would have to bow to her and Steven Rogers would be looking at the electric chair.

 **Red Skull Reich, Shortly After the Termination of the Alliance with the US…**

"And so ends one game," the Red Skull as he shut off the monitors he used to follow the news from the US.

Captain America's trial before the US Supreme Court hadn't started yet and things were for the moment quiet. He had the intention of following the trial, if only to hope that some part of his whole scheme would work, but a good part of him was certain that the act would fail. It was rapidly becoming unpopular in the US and many who had voted for it were now making requests to amend it, though the hardliners in the US Senate and House blocked the attempts. If America were like his Reich, the Red Skull would have no concerns, as the government would remain under the hardliner's control, and while they might not want to be his allies anymore, their polices were largely what he wanted to have happen in America… if only to destabilize the country. But, for the moment, democracy was still a 'thing' for the Americans, and many of those hardliners weren't looking well in the polls.

"So… what do we do now?" Sin asked him.

"Now we move to ensure the Reich's defense," the Red Skull replied, "we may not have gotten everything in the game… but we did score a minor victory in this base… Now we must build up our strength."

"Seek out allies, you mean?" Sin asked, "Most of the nations of the world didn't even come for the offer of visitation in your announcement, father, and of those that came… only the Americans were truly supportive."

"What did you think of the Latverian delegate?" the Red Skull questioned.

"He seemed more like he was on a fact finding mission," Sin replied, "More than likely because Doctor Doom wished to size your power up to his own."

The Red Skull nodded. He had figured that much out. Doctor Doom had supported many of his endeavors, but more often than not, it seemed that the Latverian dictator was intent to take the lion's share of the benefits of the arrangement. In a way, he had tried to do the same, though the fact that many of his schemes had ended with defeat at the hands of Captain America, those schemes didn't amount to much. It overall left his Reich weak and exposed.

His powers were great and he could individually take on ANYONE, but he knew his powers had limits, and if he was distracted a lot of what he did with the cosmic cube's power would vanish. His Iron Swastika robots were strong and could serve well as elite guards, and thanks to his powers, the men he had in his present army would be the best soldiers around and would have some of the best equipment. But he knew he would need more than that. Captain America and the Avengers could only be distracted by the Registration Act and its consequences for so long.

"You are right, Sin… that we will need allies," the Red Skull nodded, "as well as new soldiers… bolster our strength and so on."

"Do you have any candidates, father?" Sin asked.

"A few," the Red Skull smiled.

 **The Folding Castle, After Cap's Trial Before the Supreme Court…**

The trial had proved to be one that attracted everyone. The entire Thunderbolts had come to watch the trial before the Supreme Court and see what the fate of the Registration Act would be. The events of Cap's surrender had been surprising, but as the court announcement continued, Zemo found himself greatly impressed by the subtlety of the plan. If he won, Steven Rogers would be free to be Captain America, the Registration Act would be gone, and the government, which had campaigned to the point of being ridiculous to defend the act, would be humiliated and the entire series of events would be legal. And in the end, that is precisely what happened, and all the Thunderbolts had come to see the trial and its results.

"So what will happen now?" Janice Olivia Yanizeski, Joystick, asked, "they all campaigned for the act so hard… they may not let it go…"

"For the foreseeable future, they'll have no choice," Zemo answered, "they have congressional elections coming up and the people that have defended the act the most are facing losing out to those who will say they would oppose any attempt to recreate the Registration Act. That should give the Captain and his Avengers friends the time to come up with something make people not want a new Registration Act later…"

"We can't play to that, though," Dr. Chen Lu, the Radioactive Man, commented slowly with the orange hood of the radiation containment suit that he wore pulled back, "Many of us hold criminal records in the US and I am a Chinese citizen and am here on loan by the Chinese government… and they placed me with the Thunderbolts with the expectation that we would be working with the US government…"

Zemo slowly nodded. Chen might be a bit mistaken on China's position regarding where he was, as Chen had never mentioned to Zemo being ordered to join either the Masters of Evil or the Thunderbolts by the Chinese government. But, at the same time, it wasn't as if the Chinese government had forgotten about Radioactive Man, since he had been created with the perception that Thor would one day attack and lay siege to China. Zemo thought it an odd perception, as the Asgardians seemed to prefer areas that reminded them of the Norse country and Asgard itself, which were all largely in North America and Europe, but China's perceptions wasn't his business. And even if Chen was mistaken, it wouldn't change that many of them held criminal records and the present Thunderbolts team was still expected to report to the US government.

"It'll mean continued work for the government, of course," Zemo answered, "Just because they aren't getting everything they want, that doesn't mean they don't need us… and perhaps we could arrange a meeting with the Captain… get the heroes to actively support us."

"That might actually hurt us in the eyes of the government," Abe Jenkins, M.A.C.H. IV, commented.

Zemo sighed and nodded, "We may not have too many choices in the matter though…"

They all jumped when a new voice came from behind them. The voice carried some degree of power, but held a tone that was deceptive, confident, conniving.

"Or you could join a greater cause," came the voice of the Red Skull, "one that puts those that would gladly put you in prison beneath you and puts you in power."

The Thunderbolts all whirled around to face the new arrival, and Zemo's eyes narrowed angrily as he looked at the Red Skull. He wore his gold armor and a bluish glow of the cosmic cubes energies surrounded him, which kept the Thunderbolts from attacking him on sight, but the training that Zemo had had them engage in still had them ready.

"You have a lot of nerve coming here," Zemo growled, his moonstones floating above his shoulders and beginning to glow a bright reddish-orange.

"Come now… Baron," the Red Skull gave a smile, "We are old friends. I worked with your father… I provided you with some instruction in the past when you asked for it. I figured it would be prudent that we work together… for similar goals."

"I am not who I was," Zemo answered back, "I am the leader of the Thunderbolts…"

"A lackey to a corrupt and failing government that is bound to fall to someone with the strength and will to crush it," the Red Skull answered, "Defend them… and they will crush you eventually…"

"They might still crush you first," Radioactive Man threatened the Red Skull as he advanced to a flanking position with his hands glowing green, "Or we could crush you… surely defeating Hitler's bellboy will make the Americans see that the Thunderbolts have moved beyond their past…"

"As the Masters of Evil," the Red Skull gave a low laugh, "you really think they'll forgive you like that?"

"They practically forgave you before the Captain got that security tape of you admitting to being behind the attack on Stamford," Zemo pointed out as he stood up, "I'd think Radioactive Man is correct. They can forgive us and defeating you will go a long way toward that… and unlike you… our efforts will be honest."

They attacked together as Zemo fired beams of energy from his moonstones, Radioactive Man fired blasts of radiation, and Songbird let loose a hypersonic scream. All were intended to tear the Red Skull apart. However, he only seemed to fade from view and disappear. The attacks went straight through him and impacted on the stone floor, blowing some of them apart. As he faded from sight, the Red Skull gave them a warning of his own.

"And this is a pity," the Red Skull sighed, "I had hoped I could count on the help of an old friend to bring down a corrupt and antiquated concept… and yet you've chosen to defend them."

Zemo only watched with an angry glare as the Red Skull continued to fade from sight.

"A shame, because those antiquated and corrupt forces tend to believe in their own supremacy just as much as we do," the Red Skull continued with a confident smirk, "So beware them when they think you aren't loyal to THEIR ideas… remember how easily they turned on the Captain? They can and will turn on you much quicker and with much less restraint… and few will come to your aid."

With that, the Red Skull was gone.

 **Commission on Superhuman Activities Office, After the Initiative Announcement...**

Dallas Riordan personally did not like these sorts of meetings. Protecting America from the threats that superhumans could pose was important, but something in these actions struck her as people being rather sore losers over the Registration Act. The act had expanded the commission's powers in coordination with S.H.I.E.L.D. but the act went too far to try and control superhumans, and when Captain America went before the Supreme Court, Dallas had come to agree with him on that point. Protecting the country was one thing, but enslaving people was another.

And now, with the Democrats gaining control of both houses of Congress in the 2006 elections and the government being discredited on nearly every level for the Registration Act, Dallas found herself in a meeting called by the Commission's leader, Henry Peter Gyrich. She also found the former S.H.I.E.L.D. Director, Maria Hill, present along with Vice President Dick Chaney. Many were figures that had tried to defend the Registration Act to the hilt, and Dallas found their actions at least partially responsible for present political problems they lamented.

"Okay, this meeting will commence," Chaney spoke authoritatively, "State your name and rank within the commission…"

"Henry Peter Gyrich, chair," Gyrich spoke, "Present."

"Dallas Riordan, deputy chair," Dallas said slowly, "Present."

"General Haywerth, US Armed Forces Liaison," General Haywerth spoke, "Present."

"George Mathers, CIA Liaison," George Mathers spoke.

"Orville Sanderson, FBI Liaison," said Orville Sanderson, "Present."

"Raymond Sikorski, Commission Policy Manager," Raymond Sikorski spoke, cleaning his glasses with a handkerchief, "Present."

"Valerie Cooper, Superhuman Psychology Specialist," Valerie Cooper answered, "Present."

"Adrian Sammish, Field Operations Manager," Adrian Sammish spoke, "Present."

To this, Chaney nodded.

"This meeting is to deal with the rampant lack of control we have with superhumans and steaming from the criminal defeat of the Registration Act by Steven Rogers," Chaney spoke, "at present… our actions and policies will only come from Executive Orders, which you have my assurances you have the power to carry out."

"And we're to respond to the announcement of Tony Stark's Initiative?" Dallas asked.

"Among other things, yes," Chaney nodded, "I've already sent a representative to inform him that we are displeased with the lack of control WE are given over either team and that criminals like Spider-Man and Steven Rogers are allowed to walk free."

"Displeased?" Valerie Cooper asked, "Stark has advocated training programs and establishing hero teams in all fifty states to cooperate with state and local authorities."

"But they don't serve OUR authority and they don't do as WE say," Gyrich spoke up, "He won't even allow us access to his program."

"And that is the problem," Chaney spoke, "the more superhumans like Stark and the Avengers are free of OUR control, the more damage they will cause in their battles. Promised training is one thing… but suppose the trainer is Spider-Man?"

"A known security risk," Raymond Sikorski grumbled.

"And the only hero who deliberately causes millions in property damage to fight a common street thief," Gyrich commented, "If I still had my post in determining who could be Avengers, I would have had him put IN the Raft and left there. That idiot is not an Avenger."

Dallas watched as there were several nods.

"He isn't completely stupid," Maria Hill spoke up, "He and his wife did register and served my commands faithfully… even after I was forced to step down. What he and Arachne need are true training programs that teaches them how to throw a punch without making valuable pieces of property explode and knowing WHEN to throw that punch."

"Are you suggesting we work with that criminal?" Raymond Sikorski gasped.

"If he could be trained, he would be an asset," Maria Hill answered, "IF he could be trained. The problem in all of this… isn't so much Stark's proposal for his Initiative or even the Red and Blue teams but that WE are being left out of the training program and that WE are not being given any organization to truly supervise Stark's action."

"And a direct executive order to make the Avengers do that won't get funding from the Communists in the House," Chaney answered, "they worship the ground those heroes walk on…"

"Perhaps a separate organization… a paramilitary one that could be offered to work within Stark's Initiative but is directly responsible to us," General Heyworth offered, "It could be covered through national security measures…"

"It might even give us a window into seeing exactly WHAT Stark is doing with his plan," George Mathers commented, rubbing his chin, "and with our control, we can then say what is and is not working within his Initiative… and use that to OUR advantage."

"I'd hopped you'd suggest something along those lines," Chaney smiled, "as that is precisely what Maria Hill has suggested…"

"Doesn't she work for S.H.I.E.L.D. though?" Dallas asked suspiciously, "I mean… you're planning some sort of secret war with the heroes, and you want one of their 'employees' to run your organization?"

"I resigned S.H.I.E.L.D. and am now the Chief Executive Officer of H.A.M.M.E.R. and will use my Thunderbolts to show that we are better at this business than Stark or Rogers," Maria Hill answered her, "I want nothing more than Tony Stark brought here, in chains and made to beg for his life for his stupidity."

Dallas detected nothing but the same political fanaticism that got the Registration Act defeated. It wouldn't protect America from anything, especially they were truly intending to undermine the Initiative to have their way of thinking be expanded across the board. All it would do at the present would make things worse. However from the nods of agreement, she figured the only one who might agree with that opinion was Valerie Cooper, and the two of them wouldn't be enough to out vote the decision.

"Shouldn't we give Stark the time to get his program up and running?" Valerie asked, "He has offered training programs and a means to cooperate with the government, so it isn't like he's taking over or wanting to stand ABOVE the law…"

"But he isn't submitting to our COMPLETE authority either," Gyrich countered, "It's one thing to trust Iron Man… but who can HONESTLY say they can trust Spider-Man?"

"Not me," Sikorski said firmly.

"Not I," Mathers agreed.

"As he is at present… not I," Maria Hill nodded, "and that is why WE must have ABSOLUTE control… even if it means undermining Stark's little game."

"And thus H.A.M.M.E.R. and a new Thunderbolts team," Chaney spoke.

"And what does H.A.M.M.E.R. stand for?" Dallas asked, wanting to ease things in before asking over a NEW Thunderbolts team. Maria Hill's team gave the Registration Act trouble and cost Hill her job as the Director of S.H.I.E.L.D. besides. At the same time, there was an already established Thunderbolts team, and while she completely trust Baron Zemo to truly change and be good for the sake of being good, she did have to admit that he had done a decent job leading his team.

"Hasty Anti-Metahuman Monitoring Expeditionary Response," Chaney answered, "and will include the best of the best of the US military."

General Heyworth nodded with approval.

"And will likely get most of the combat troops out of S.H.I.E.L.D. as well," Maria Hill added.

"Okay," Dallas said slowly, "And what of this 'new Thunderbolts' team? What of Baron Zemo and his team? He has served well and has plenty to prove. At the same time, Stark and Rogers MIGHT actually accept him and his Thunderbolts at the head of the team you wish to put into the Initiative."

She might not be able to prevent Hill from creating another disaster for the country to endure, but she figured that Zemo would have the sense to reduce the damage that these fanatics wanted to unleash.

"Zemo is not to be trusted," Hill answered, "As a criminal serving the US government… he is to follow our orders without question. When I first tried to get the Thunderbolts… I did request his help in arresting Steven Rogers. Figured that the man would ENJOY being on the right side of the law in killing him… Might have even set himself up to be the new Captain America… but he rejected it and refused to carry out my orders as I gave them."

Dallas actually remembered reading a few reports from Zemo concerning that request. He had agreed to try and talk Captain America into either surrendering or switching sides, which was essentially what Tony Stark had been doing at the time, but refused to start a fight with Cap. It wasn't a rejection of the order but the specific way the order was expected to be carried out, though Dallas got the sensation that Maria Hill and the Vice President wouldn't see it that way.

"At present we don't have a full team of Thunderbolts and there may be some diplomatic niceties we'll have to follow with regard to Zemo's team," Chaney added, "but the new team will be directly controlled by us and will not have the quasi independence that Zemo has demanded… NO interspatial castle that we need special teleporters to enter and exit… and absolutely NO complete independence like Stark's Initiative. Our team will be under our control and will prove beyond a shadow of a doubt that our methods work better than Stark's and we'll take down the leader of the Masters of Evil to do it!"

Dallas only frowned. The declaration that the Registration Act was unconstitutional should have been the end of that entire adventure and they turned to finding a new or better way to protect the country. Now, it seemed like the Registration Act was only a battle in a much larger war. To Dallas that made little sense, as it was still treating top level heroes as criminals and was intending to start an all-out fight with Baron Zemo just to show up the heroes. That wouldn't protect the country, and if their scheme was to truly work, she privately had to admit that Baron Zemo was the best candidate to do it, as he had seemed to truly change. How different he was from his days as the leader of the Masters of Evil was probably debatable, but at least when compared to the Green Goblin, who Maria Hill had chosen for her Thunderbolts during the 'Civil War,' Zemo was the better candidate. In that, she had to find a way to keep Zemo on the government's good side. She remembered some of Zemo's ramblings about opposing the Red Skull during the Civil War and figured that might be a window.

"What if Zemo can prove himself?" Dallas asked, "The Red Skull was revealed to be a liar… total shocker, I know, but Zemo did express interest in fighting him… what if we could unleash Zemo on him. His moonstones should be able to match the cosmic cube's power… wouldn't that prove that he could be trustworthy?"

"No," Chaney said firmly, "the Thunderbolts will be our team and under our leadership."

Dallas only sighed.

 **The Folding Castle**

"You're saying these signatures are interfering with the Red Skull's powers?" Zemo asked to a member of the Thunderbolts that he commonly reserved for missions that might require mind control or other telepathic powers.

The External, Overmind, was good at that sort of work. Good enough that Zemo kept him for those missions specifically, which also came from the fact that defeats against the Fantastic Four, Doctor Doom, and others had weakened Overmind's powers. That meant having him in the field would be risky, and Zemo wasn't about to take that risk. Presently, he had had Overmind trying to pinpoint some way of getting the Red Skull to make a mistake.

Overmind had found that the cosmic cube's powers made outright mental control impossible, but he was able to at least get a sense of what the Red Skull was following. That was at least a start, and Zemo figured he could plan an attack from there. For the moment, it seemed as though the Skull was focused on the spread of energy signatures similar to the cosmic cube that the Skull himself wielded.

"Not directly," Overmind answered, "The Red Skull can still use his powers on his island and wherever these other cosmic energy signatures haven't yet appeared… but where they have appeared… it's like his power and the energy signature's power would repel each other, like two magnets."

"So… if it spreads around the world, it would contain the Red Skull," Zemo mused.

"The Skull seems to think so," Overmind nodded, "It might make catching him rather easy once whatever this net of cosmic energy is completed…"

"Possibly," Zemo nodded, "though we'll still need to plan… just keep an eye on the Skull and this situation. If it creates a window of opportunity, we move… if not… best not waste lives."

Overmind nodded and was about to return to his work when a soft coughing sound caught the attention of both men. Both men turned to see Melissa standing by with Dallas Riordan beside her.

"Melissa?" Zemo spoke.

"We got trouble, Helmut," Melissa said carefully, "and trouble that could mean the end for us as Thunderbolts."

"What?!" Zemo's eyes practically bulged out of his head, "the team is mine! It's bad enough that government created their little copycat team during the Civil War… but I would have thought Osborn's defeat would have…"

"Made Maria Hill loyal to you?" Dallas cut him off, "the woman likes being in places of power… and to a great extent I think she's only a parrot for the people that tried to get the Registration Act protected in the first place. When you refused to blow up New York to hunt down Captain America, you made yourself an enemy in her eyes…"

Zemo only staggered backward. Overmind barely responded. He glanced at the External, and figured that Overmind had already read Dallas's mind. If Dallas knew this, she didn't let on or didn't know as she continued her report.

"As such, the government is forming its own paramilitary organization… H.A.M.M.E.R. with the intention that they will protect America from super powered criminals," Dallas continued.

"Conveniently including us and many of the members of Avengers: Blue Team," Melissa pointed out.

"Wonderful," Zemo groaned, remembering the Red Skull's warning.

"I take it that the H.A.M.M.E.R. will also be creating its own Thunderbolts team?" Overmind asked, "Do you know who will be in it? Who they want?"

"They are creating a team… but Hill hasn't revealed anything on who will be on the team or who they want on the team," Dallas answered, "they may try to get some members of the present team… but it's clear they don't want Zemo. They want stooges."

"Couldn't you stop them?" Zemo asked.

"Most of the members of the Commission on Superhuman Activities are not fans of superheroes and general and many of the members of Cap's Blue Team specifically," Dallas answered, "They mostly jumped at the idea of finding a way to control superheroes… or at least get even for losing the battle over the Registration Act. About the only one I had on my side was Valerie Cooper…"

Zemo frowned heavily and then looked to Dallas. The two of them had had plenty that they had disagreed over and didn't fully trust each other over, but yet Dallas had actually come to warn him of this. And everything in the tone of her voice betrayed serious frustration, more so that any of their personal disagreements had ever had.

"There must be some way that we could avert what H.A.M.M.E.R. threatens to do," Zemo commented, "isn't there?"

"It's not much of an option… but with the alliance with the Red Skull over… and the US military spread too thin with its present wars and the Avengers trying to sort out how the Initiative will work for them," Dallas said slowly, with her eyes focused on Zemo, "If you can defeat the Red Skull and bring him in… you MIGHT put them in a position where they would have to accept you and your team."

There was a silence for a few moments. Zemo had already decided to try and bring the Skull down, and a good part of him felt fairly confident that they could bring him down. Yet, the way Dallas was making the offer, it sounded like she thought it would be an exceedingly tough task.

"We've already intended to take down the Red Skull," Zemo spoke, "and have been putting together plans. If that is your plan to save the Thunderbolts… then rest assured we will try it."

"I said that might be your best chance," Dallas answered, "I didn't say it will change their minds… They seem to be a rather stubborn lot, and once they have a team… I'm sure they will be assaulting the castle."

Zemo nodded and turned to Overmind, "best to shut down the portal entrances on our end. With our portals shut down, no one could enter without contacting us first."

"And you want the communications links left online?" Overmind asked raising an eyebrow in surprise.

"We'll have to let the government know when we have the Red Skull in custody," Zemo said with a smile.

 **Washington DC, The Morning After Dormammu's Defeat By The Avengers…**

"And you intend to keep the Green Goblin as your field leader?" Chaney asked to Maria Hill as the two drank coffee in private room of the White House.

"He is well armed and he did come back to us," Maria Hill answered, "Plus… he gave some reports that could put us on the tail of some bunker that FURY built and then classified to S.H.I.E.L.D. members of his rank, which the UN cancelled after Fury attained the rank. It will give us some means trying to equal some to the tech advantages that S.H.I.E.L.D. will have due to continued existence and now cooperation with Stark Enterprises."

"But could he beat Iron Man or Rogers in a fight?" Chaney asked carefully.

"If it came down to it… possibly," Hill replied, "based on what I was able to get before my dismissal was permanent… it would appear that many of Spider-Man's foes have been drastically underestimated in their abilities. Norman Osborn… the Green Goblin… is the perfect weapon with his powers and gear… and so long as we keep a control collar on him… WE can control him."

Chaney nodded for a moment and took a sip of his coffee. Though despite the calmness of the meeting, the Vice President didn't sound entirely pleased. He was most likely irritated with the relatively positive responses to the Avengers recent battles with Lukin and Dormammu. Hill only looked on as she waited for orders.

"And the next mission will be to begin building the team?" Chaney asked.

"Yes," Maria Hill nodded, "we'll do better than we did during the 'civil war' to try and make sure that we can overpower Zemo's team if he doesn't cooperate."

"Good," Chaney nodded, "we'll need a good team and to make a report that Stark failed completely with regard to what his Initiative has done."

This statement actually made Hill blink. She was no fan of Tony Stark or Steven Rogers for how they treated her leadership of S.H.I.E.L.D. but on many levels, she wasn't going to outright lie. True, the Hood got away with the money that his gang had stolen, but given what was in S.H.I.E.L.D.'s files on Dormammu, defeating the demon was the more important mission. In that, Stark's Initiative hadn't started with a complete failure. It might not have had a complete success, but neither was it a complete failure.

"I'm no fan of him, but we'll need to be careful," Hill warned, "We may have taken things a bit too far with how the Registration Act was handled and that helped lead to its being declared unconstitutional and the Democrats regaining congress in the recent elections. We can be critical… but declaring an outright failure when the Avengers did defeat a demon that could have conquered us in the course of the night would only embarrass your administration further… and until total control can be gained and the election system manipulated to be nothing more than a rubber stamp… we will need to be careful."

"Just remember they are bound to fail," Chaney snarled.

"Of course, and I'll even HELP them fail," Hill smirked, "but we need to be careful."

To that Chaney finally nodded and let Maria Hill move off to prepare for her press conference to officially announce the creation of H.A.M.M.E.R. and the new Thunderbolts program that the government would support.

0-0-0

It was not much later that Maria Hill stood behind a wooden podium with the Seal of the United States on its front. She wore the dress uniform of a Marine Corps general, as uniforms for H.A.M.M.E.R. were still in the process of being designed and made, and for the most part, her official staff, outside of the Thunderbolts, wasn't much more than a handful of her loyalists from S.H.I.E.L.D. and that was it. She looked out over the gathered reporters, many of them looked curious as she had been allowed to handle the announcement by herself. That wasn't about to stop her though, as she had her own mission to attain with the Registration Act beaten, and she wasn't going to fail again. She lifted one hand to check her watch and then set it down to grip the side of the podium and cleared her throat.

"Thank you for coming," Maria Hill spoke, "I am General Maria Hill, former S.H.I.E.L.D. Director and officer for the protection of America from all the threats to it."

A few flash bulbs went off, and Hill paused to let the flash dim back down to the room's normal light levels.

"This is to announce the creation of a new national security program that will defend this country from the threats posed to it by superhuman beings being out of control in this country," Hill continued, "H.A.M.M.E.R. or Hasty Anti-Metahuman Monitoring Expeditionary Response will be well trained and well equipped to combat threats to American security from the various superhumans that decide to attack our borders at their leisure."

"General," a reporter spoke up, "Are you advocating forming a government lead Avengers team?"

"Does this relate to the Avengers victory over Dormammu?" another reporter asked.

"While we will work with Tony Stark and his Initiative Program and respect the Avengers for their efforts in defeating Dormammu," Maria Hill answered, "we are of the opinion that Stark's program does not fully control superhumans and will do little to truly fix the problems that superhumans pose to this country… both in terms of law enforcement and in the larger geopolitical situation. They defeated Dormammu, yes, and we commend their victory… but they still have bank robbers to catch and hard earned money to recover and return to the rightful owners of that money. Not to mention that they will be busy with 'investigating' Kronas Industries for the time being… We cannot call the Initiative a complete success, yet."

Maria Hill looked out over the reporters as they either scrambled to write down her answer, hold up tape recorders or keep their cameras focused on her. After a brief pause she continued.

"And H.A.M.M.E.R. will not be a government Avengers Team," Hill continued, "It will be the main organization that will provide government sponsored training and control for any hero who is smart enough to realize that the Initiative is imperfect… and will provide a Tony Stark with a means with which his program might avoid complete failure. And its main team will be a continuation of the Thunderbolts program with Norman Osborn as its main field leader."

"A Thunderbolts team?" a newspaper reporter gasped, dropping his pencil, "What of Baron Zemo's Thunderbolts which have stated their desire for continued American service?"

"Baron Zemo has demonstrated a rebellious streak on par with any hero that doesn't believe in effective training or control for the protection of the American people," Hill answered, "by contrast, Norman Osborn has promised full cooperation and will not decide to disobey the orders of those who know more than him."

There was a quiet gasp as people began looking about before Maria Hill finished her announcement.

"For the present time we will begin putting together a team and will be silencing the rebellious threat presently posed by Baron Zemo," Maria Hill finished to more camera flashes.

 **To Be Continued…**

" **France has lost a battle. But France has not lost the war!"**

 _Charles De Gaulle, French soldier and statesman, President of the 5_ _th_ _Republic (1959-1969) –proclamation on June 18, 1940 calling for the Free French to rise and continue fighting against Nazi Germany._


	2. Divided Loyalties

All characters appearing in Thunderbolts and other Marvel titles are copyrighted to Marvel Entertainment and Stan Lee, and are owned by the Walt Disney Corporation. All real persons mentioned in this story belong to themselves. No infringement of these copyrights or offense to the people mentioned is intended, and is not authorized by the copyright holder or persons. All original characters are the property of TVfan.

Note: This story takes place in my version of the Marvel Universe. The prologue covers events during "Civil War" involving the main characters of this tale. The prime part of the story occurs at the end of "Initiative" and continues after it.

In the Shadow of Thunderheads

By TVfan

 **Chapter One: Divided Loyalties**

 **H.A.M.M.E.R. Offices,** **Commission on Superhuman Activities Office, Washington DC**

Maria Hill sighed quietly as she looked out one of the windows in her office. It wasn't much and was a definite step down from her post as S.H.I.E.L.D. Director, but then she also had some confidence that the loss of her previous post would be outdone in her success with her new post. H.A.M.M.E.R. would ultimately overtake S.H.I.E.L.D and would be in a place where she could demonstrate just how strong and tough that she was, but things were only just starting. She had been promised an actual base command with the best that could be offered in weapons, technology, and manpower, but that would take time to build and gather. Until then, he was given an office in the Commission on Superhuman Activities Building to begin tackling the major problems in front of her and her organization.

The biggest immediate problem was dealing with Helmut Zemo and his Thunderbolts team. She'd effectively declared Helmet's team of Thunderbolts was no longer recognized by the government as their Thunderbolts team, and with Zemo and a few others of his team still having warrants out for their time as members of the Masters of Evil, they would need to be either killed or brought in to face justice. That meant that she would need to put together a team that would be able to take down Helmut Zemo's and there for the moment she was lacking in manpower. She had Norman Osborn, the Green Goblin to essentially be the team's field leader, but she would need more than just him and preferably would need someone who had some real power to him.

Her thoughts were interrupted when there was a knock on the door to her office. She turned to see the door open to reveal an African American woman with modest hair that was styled to curl forward under her ears. She wore a dark woman's suit and had a Chinse man following closely in her shadow. Maria Hill noted the woman's American flag lapel pin while the man had a small piece of the People's Republic of China's flag on his lapel.

"Secretary Rice, do what pleasure do I owe a visit from the US State Department?" Maria Hill asked carefully.

Condoleezza Rice stepped quietly into the office with a fairly stern look on her face and Maria Hill stood by quietly eyeing the Secretary of State. The two women agreed politically on a great many things, but Rice had actually opposed Hill's appointment to S.H.I.E.L.D. Director on the criticism that Hill had the potential of being a "security risk" for lacking the tact in dealing with the sort of international issues that ultimately went with S.H.I.E.L.D. as an international institution and that had served to lead to rivalry between the two of them. Hill to show Rice that in the end, what other countries thought shouldn't matter and in Hill's mind, that Rice wanted to simply revel that her original criticisms of Hill were proven correct.

"I'm here because there are present issues with your present conflict with the Thunderbolts that will need to be resolved," Rice spoke as she ushered in the Chinese man, "This is Gang Guo, he has been China's liaison with the United States with regard to the Radioactive Man."

"My government is concerned about your declaration of war on the Thunderbolts," Gang Guo spoke as he came up beside the American Secretary of State.

"The Thunderbolts are MY team," Maria Hill answered, "Baron Zemo has proven to be a loose cannon and a danger to American security and therefore MUST be brought to justice."

"And that would include the Radioactive Man?" Gang Guo asked, "Who is a present member of the Thunderbolts."

"And keep in mind, General, that China is a key trading partner and ally in the War on Terror," Rice spoke calmly, "it would be advisable that we don't antagonize China on this issue."

Hill sighed and moved to rub her temples for a moment and then asked, "And what would China want? The Radioactive Man is on Zemo's team and Baron Zemo has already refused to follow us… and since he's had our access to his Folding Castle blocked, it isn't like we go there and talk to Zemo or any member of his team."

Hill already knew of that. Zemo's Folding Castle existed on a separate dimensional plane from Earth thanks to his moonstones, and before the conflict with the Registration Act, the government had direct access to it through specialized portals housed in the Commission on Superhuman Activities building. After the announcement of H.A.M.M.E.R. those portals had been shut down, or at least the receiving portals on Zemo's end were shut down, making any attempt to try and force entry into the Folding Castle dangerous if not suicidal.

"China would prefer that Radioactive Man continue to serve with the Thunderbolts as a sign of country's mutual goals for peace and prosperity," Gang Guo spoke calmly.

"And since you are still building your team, there is no reason to suggest that the Radioactive Man shouldn't be a Thunderbolt," Rice added.

"And how am I to do that?" Hill sighed, "The Radioactive Man is loyal to Zemo and the two have had an extensive partnership, going back to the Masters of Evil. Its why, Gang Guo, that in the US, the Radioactive Man holds several outstanding warrants. We've looked the other way while the Thunderbolts were on our side… But Zemo has cut off access to his Castle."

"The Radioactive Man is also loyal to China," Gang Guo answered, "and if we were able to contact the Folding Castle ourselves, we would have directly told him of our wishes already… but Zemo hasn't shared that access with the world and America has also protected its own contacts and technology needed to contact him. Thus, we came to you to relay our message."

"That assumes that Zemo still has his communications channels open and thus would allow us to talk to him," Hill pointed out, "which is unlikely. He's already rebelled against our government against the Registration Act, and Zemo is not likely to answer anything until he feels he is in a position to dictate terms that are acceptable to him."

"Then perhaps, general," Rice spoke in a firmer and more commanding tone, "instead of deciding to wage an all-out war with the Baron, you compromise and give something up. Dealing with him was always going to require some tact anyway. Give him some option of negotiation and something that would give him reason to work for us as a whole… or at least communicate with us so that we may be able to relay China's message regarding the Radioactive Man."

There was a quiet pause for a few moments and when Hill didn't immediately answer, Rice continued.

"And I have mentioned this to the President and Vice President and they agree that it would be in OUR best interest to give China what they feel to be in THEIR best interests on this issue," Rice spoke, "So if you won't consider Gang Guo's request, it will be an order from our government that you WILL follow."

"Yes, ma'am," Hill finally answered with frustration, with the feeling that her job of putting together a workable Thunderbolts team had just gotten harder.

 **The Red Skull Reich**

The Red Skull felt himself smile as his Iron Swastika robots put the last pieces of a large satellite tower in place. It marked the fourth such tower that was erected around his capital city, and really the Red Skull Reich's only city at the moment, but that didn't matter at the moment for the Skull was certain that would soon change. He had the power to change a great many things and would continue to work toward eventual victory and global conquest and then do as he pleased in the aftermath. But until then, he had his country to build up and protect, which would depend on his powers with the cosmic cube within him. As the last piece went into place, the power generators went on and the Red Skull noticed a soft blue glow rise from the dish.

"Yes…" the Red Skull smiled as he felt his own power grow as the same soft blue glow emanated from his own hands as well, "the data hacked from Lukin's computers worked… you did well, Lex."

A man with a rather small build and wearing spectacles and a gray suit slowly approached. A low breeze rustled his short brown hair, which the Red Skull saw a bit more of than the man's face as the man, Lex, approached. Sin and Rumlow stood behind Lex looking calm, as if waiting for orders.

"It was rather basic hacking skills, my Fuhrer," the man, Lexington Farmgold answered, "the computers you created with the Cosmic Cube did the bulk of the work. Once it got me in… I was able to get everything we needed to secure your power and secure the island."

"And you've done well," the Red Skull smiled, "I can feel the towers enhancing my powers! Nothing will stand in my way with this!"

Lex nodded with some pride as the Red Skull's robotic body guards went about their work. The towers gave off a low electric hum as they enhanced the Red Skull's powers. The idea had come from Lukin, or rather Lukin's attempt to enhance the powers of the cosmic cube that he had. The Red Skull had noticed it and tracked Lukin's progress with it and even gave his help to Iron Man to get the Avengers to go after Lukin, but until that point he hadn't had full knowledge on how those satellites enhanced the power of Lukin's cube. That was where Lex came in, as he had been a professional hacker for the Skull before and his loyalty to the Red Skull proved good enough to keep him around.

To keep the image of a functioning government working, the Red Skull named Lex his Computer Intelligence Director and would serve within his own Ministry of National Intelligence, though he hadn't yet found someone to head that post. Lex still did his job well and managed to hack Lukin's computers before the Avengers took him and Dormammu down, which now allowed the Red Skull to have satellites that would enhance his own powers.

"Thank you, my Fuhrer," Lex answered.

"This is good progress," the Red Skull then mused and looked out to the tower, "with my powers enhanced… many of the limitations faced by the cosmic cube are reduced, which will allow us to move onto the next real plan."

"And that would be?" Rumlow asked, "and tell me it'd let me kill something."

"I will need you to stay here," the Red Skull answered, "you will play an important role, Rumlow, and when we have the men and material for it, that role will come. Until then, we will need to gather the men and women who will be able to help my Reich grow and become more self-sufficient… with the perfect soldiers who will bring down all of our enemies."

Rumlow watched as the Skull gave a confident smile but didn't say anything.

 **The Folding Castle**

Baron Zemo stood quietly in his command and control area as he tried to monitor what his monitors and sensors could look into. He'd had things closed up so that no one could force their way into his castle, but thankfully he still had access to computers and devices on Earth and outside the dimensional plane that the Folding Castle was on. His monitors were all pointing to the Red Skull gaining power and growing stronger, but having also remained on his island. Overmind had reported that the Red Skull's thoughts seemed focused on the defense of his island but hadn't fully settled on an exact course of action.

"What are you up to…?" Zemo said slowly as he looked down on the screens.

They were pretty much tied into the government's own satellites to allow him to monitor just about anything on Earth, and right now he had them focused on the Red Skull Reich as the Red Skull was the one who had caused the problems that ultimately embarrassed the government and saw the mid-term elections change the makeup of Congress. His powers were also unlimited to anything but the Skull's own willpower. Defeating the Red Skull would give Zemo the leverage needed to show the government that he had truly changed and was far more useful than Maria Hill and he would come with a Thunderbolts team that was already ready. All he had to do was to figure out what the Skull was planning and stop him.

"Zemo," a voice said softly from behind him making him jump slightly.

The voice was fairly calm and carried a moderate Chinese accent, which made Zemo sure that the man addressing him was the Radioactive Man. This was confirmed when he turned around to find Dr. Chen Lu standing in the doorway to the command center. He wore a new uniform, which amounted to an orange jumpsuit with white boots and gloves. A white belt and shoulder strap held a metal canister to his back that contained some of the equipment he used and needed to project nuclear radiation with any means of precise control. The uniform also included a hoodie and a full face mask that would hide his face from view and carry the look of a futuristic gas mask, but for the moment that was pulled back allowing Zemo to look to the man's face.

"Hello, Chen," Zemo answered with a slight sigh, "what is it?"

Radioactive Man quietly walked in and looked to some of the screens that Zemo was monitoring. He quickly noted that Zemo was still trying to piece together what the Red Skull was doing and ultimately putting together a plan to take the man down. Zemo had a notepad lying on one corner of the table with some notes, but from what he could make of it, a lot of what was thought up was crossed out.

"Still having trouble pinpointing how to attack and bring him down?" Radioactive Man asked slowly, figuring this would be the best way to ultimately get to the subject of why he'd come to talk with the Thunderbolts' leader.

"Attacking him is one thing," Zemo replied, "With the moonstones and the Thunderbolts as a team, I'm certain we can beat him. The cosmic cube… or its powers… is limited by the will of the user. It gives the Red Skull tremendous power… perhaps unequalled power, but it is still limited by his will. And anyone with equal willpower has been able to counter it."

"Thus why Captain America has beaten him even when the Skull had the cube," Radioactive Man surmised.

"Yes," Zemo nodded, "which in the end benefits us. But these satellite dishes he's just erected… they've boosted the cosmic signal that his powers give off. It's as if he's somehow gotten stronger, which could weaken what he can and can't do with the cosmic cube's power… and there is so much that we don't know about these satellites that attacking them could be risky."

"By the data you have," Radioactive Man commented, "I'd suspect they're limited to what the satellite dishes that Lukin was putting in place to enhance the powers of the cosmic cube that he possessed. According to the Avengers' reports, he was trying to contain the Red Skull on his island by putting together so much of his own cube's energy signature that the Red Skull, with a different energy signature, couldn't leave his own island as a result. In that, the satellite towers probably aren't a threat. The threat would be with the Red Skull and whether or not he'd see us coming."

Zemo nodded, "Yes… I've already written off the idea of taking them out by surprise. He can enter the Folding Castle if he wants to, and our leaving it to directly attack him would surely only get his attention. We need a place to ambush him and force a battle where he is alone and without his security… but he hasn't shown any interest in leaving his island."

Radioactive Man watched as Zemo leaned on the edge of the table that the computerized displays he was looking into was part of. The table was metal and in a way stood out when compared to the stonework that made up the Folding Castle. It marked a contrast of worlds, which always seemed to fit the Thunderbolts as a team, and a team that Radioactive Man valued.

"Eventually he will make a move," Radioactive Man commented as he looked to the data that Zemo was gazing toward, "the man has gone enough rounds with Captain America for anyone to know that at some point he will make a move."

"The question is knowing when and where he will move," Zemo answered, "and ambushing him. It's where Overmind will be so important in this… know what the Red Skull is thinking."

"Perhaps having more contacts outside of the Folding Castle," Radioactive Man commented, "Show our loyalty to the government…"

"The American government has already declared war on us," Zemo answered back, "You saw the news. We need to present the Americans with a beaten Red Skull just to have a chance."

"Why not offer our services to ANOTHER nation?" Radioactive Man offered, "other countries have embassies in America if need be and if the Red Skull on a plate is to be our proof that we AREN'T the Masters of Evil anymore… we can go to them."

Zemo paused and stood back as Radioactive Man approached. He slowly reached and rested a hand on Zemo's shoulder with a slightly understanding smile, and one that Zemo to a fair degree trusted. Both had spent time as members of the Masters of Evil, but Radioactive Man had never seemed to do so just to be evil. In this, Radioactive Man and Songbird were among the Thunderbolts that he trusted the most.

"And regardless of what nation, I'm sure that just about ALL of them would be willing to take down the Red Skull," Radioactive Man commented, "Given how much the American media tends to hype the Second World War…"

"But not all will be targets of the Red Skull or will have the same pull that America has," Zemo answered, "and if we put our faith in them… there is the potential that Hill will demand extradition for one or more of us before we can prove our worth."

"What of China?" Radioactive Man asked, "Their power grows and are a major trade partner with America… and they hold the cards in the balance of power and ANY challenge to that will end badly FOR America. And I am still an agent of their government…"

Zemo looked to Radioactive Man closely. He trusted the man personally, but he also had his private concerns that China really didn't care for Radioactive Man in any way that mattered. There never seemed to be any problem with the Masters of Evil as far as China was concerned, or they would have found a way to at least round in their own agent if not contact him and tell him not to engage in battles with the Avengers that would only antagonize America's relations with China. Zemo knew about many of the pushes and pulls between the US and China, and it wasn't quite so one sided that America would just fold to China on every issue and vice versa.

"I do not think China will be of any help to us in showing that we are better than whatever nincompoop team that Hill wants," Zemo commented, "as they've never said anything public that would oppose Hill or her creation… HAMMER."

Radioactive Man gave a heavy sigh as he could detect a great deal of resentment in Zemo's voice. The man had changed a lot in his life and did seem to truly wish to be the sort of hero he'd fought as the leader of the Masters of Evil. Yet the legacy of being the leader of the Masters of Evil still haunted him, and Radioactive Man figured that much of Zemo's present differences with the US government related to that legacy. Maria Hill wanted absolute slaves to her own will and when Zemo refused to be that while the Registration Act was in play, she accused Zemo of being dangerous rebel and pointed to that legacy.

"Let me talk to them, my friend," Radioactive Man spoke, "they've likely only heard Hill's side of the story and don't know that you have wished for the Thunderbolts to serve…"

"They aren't going to bend for me," Zemo answered.

"They won't if we don't explain ourselves," Radioactive Man urged, "Please… let me try."

Zemo paused for a few moments and then sighed, "very well… I suppose it couldn't hurt to try. Especially while we're waiting for the Red Skull to make a move."

0-0-0

In another section of the Folding Castle, Overmind sat in quiet thought and with his mind focused on his main task for Zemo's Thunderbolts' team. The room, just like many other rooms in the castle, was actually designed to help his powers. It provided him with cameras that responded to the mental images he thought of. In a sense it let Overmind have a face to face conversation with whoever he was talking to telepathically or even watch anyone he might be spying on mentally through his target's own eyes, and at that moment that gave Overmind news that Zemo wanted to hear.

He could see the Red Skull approaching his palace from where he had been setting up the satellites that were amplifying his power. Through that telepathic link, Overmind could tell that the Red Skull was discussing picking out those who would most likely share the Red Skull's vision for global rule by the "master race" over all others and only accepting those who were the most physically fit to participate in it. It struck him as something of a recruiting drive to try and strengthen his position from a more standard position. In that sense, he'd doing for a better standard position, though Overmind also figured that eventually he might need to turn to something close to a "super soldier program" in order to counter America's superhuman population.

"Zemo," Overmind reported telepathically to the Thunderbolts leader and waited for him to respond to the message sent directly to him.

One of the screens then came up to reveal Zemo in his command room where he was monitoring the things that could be measured scientifically.

"What is it, Overmind?" Zemo asked, or rather thought which Overmind read.

"You wanted an update on when the Red Skull makes a move," Overmind reported, "I am pleased to report that he is now on his way out…"

"Out… he's leaving his island?" Zemo asked.

"Yes," Overmind nodded, "He's headed to some random home in Dupont, Louisiana."

"Dupont, Louisiana?" Zemo asked, his thoughts sounding generally puzzled.

"It would appear that he's found some local chapter of the Klu Klux Klan there," Overmind answered, "and wants to recruit at least one member for his country…"

"Only one man?" Zemo wondered, "That would hardly be an army… and I'm fairly certain that a fair number of Klan members fought against Germany in World War II."

"Possibly… but the Klan is reported to hate all the same people that the Nazis hated," Overmind answered, "and it is likely that the Red Skull is seeking gain soldiers… even if they aren't within the exact context of Nazism. And regardless… it may be the best time to take the Red Skull down BEFORE he can either raise an army or drive more into Hill's control."

"Of course," Zemo nodded, "Thank you. Keep me informed on the Skull's progress."

"I will," Overmind acknowledged.

0-0-0

With the report from Overmind fresh in his mind, Zemo was quick to move out and assemble his team, the team that he considered to truly be the Thunderbolts. His moonstones glowed and hovered in a low hallow around his head. He had the opportunity to finally to put the Red Skull into a battle that the Skull would lose and demonstrate that his Thunderbolts team was superior. The only person he decided not to get was Radioactive Man, figuring that in his attempt to contact his Chinese masters, Radioactive Man would be able to get him another card to play against Maria Hill. Zemo felt her to be a problem, but she wasn't the kind of problem he could attack in a conventional way. He would need to convince her to accept his leadership of the Thunderbolts and direct control over them. From there, Zemo figured things would get back to normal.

Besides, he also figured he'd have the time to jump the Red Skull quickly with the rest of his team anyway. Letting Radioactive Man talk with his Chinese leaders would be a demonstration that Zemo had the tact and ability that he sincerely doubted Maria Hill or Norman Osborn had. Every report on the Green Goblin's battles with Spider-Man had read to Zemo like the ideas of a complete lunatic who was good at scheming, but once his plans went wrong he went completely nuts. Governments usually didn't employ men like that for anything other than suicide missions. They didn't employ them to lead teams that were supposed to deal with potential threats to national security.

He found Songbird, Joystick, Smuggler and Blizzard watching a random game show on television, likely out of boredom. Zemo wanted his team to keep in shape and train as needed to be ready for the Red Skull or whatever group of misfits that Hill decided to send against him, but he also knew that they couldn't train all the time.

"Helmut?" Melissa Gold, Songbird, spoke as she stood up.

"The Red Skull is finally making a move and we must hurry," Zemo spoke.

"Do you think his powers with the Cosmic Cube might… you know… outclass us?" Blizzard asked, "If he didn't have them, I could freeze him solid with my suit… but that can't counter bending reality with a thought."

"My moonstones can counter much of what he can do," Zemo answered, "and at the same time, the cube… or its powers… are limited by will. It's ultimately why the Red Skull's failed against Captain America with the cube. The Captain's will to defend what he sees as justice and freedom equals the Skull's will to try and crush them. Get ready while I gather the rest."

He then found Fixer and MACH IV in Fixer's lab. The former AIM technician was working on some of the weapon systems in MACH IV's armor. As Zemo arrived in the doorway to Fixer's lab, he overheard Fixer giving some commentary to MACH IV.

"The modifications I've made should be enough to counter the Red Skull's cosmic energy signature," Paul Norbert Ebersol, Fixer, commented.

"Counter?" Abe Jenkins, MACH IV, wondered.

"The Red Skull presently wields raw cosmic power that has little direct equal," Fixer explained, "he can use that power to cast an energized shield around himself. Your standard lasers and electrostatic blasts might eventually break through his shield, but that would take time and demand that he allow you to simply exhaust him. Therefore, I have upgraded your weapons to carry a slight cosmic energy signature… Now, it will only mimic a cosmic energy signature, but that should be enough to penetrate his powers. It'll give you better odds."

"But if it only mimics a cosmic energy signature… would it truly be able to penetrate something that actually DOES have a cosmic energy signature?" Abe asked.

"By matching the Skull's energy signature… yes," Fixer answered, "provided he isn't paying attention, your weapons will pass through his energy but would still do him damage because it isn't cosmic energy."

Zemo watched quietly as MACH IV raised a forearm and made a fist as he eyed the gauntlets that Fixer had altered. Fixer, meanwhile, gave a heavy sigh as he finished.

"Unfortunately, I have no way of accurately testing these weapons," Fixer spoke, "The modifications were possible to talking with Mr. Fantastic over our communications links and getting his theories on cosmic energies and powers and how they work… but like so much of what Reed Richards talks about, his ideas are purely theoretical."

"Then you'll both be glad to know you'll have an opportunity to test your weapons against the Red Skull, himself," Zemo spoke as he fully came into the room, "He's finally made a move and the Thunderbolts need to be ready to respond to him."

Fixer and MACH IV traded glances before both shrugged.

"No time like the present, I suppose," Fixer quipped.

0-0-0

Andreas von Strucker ducked under the slashing attack that a combat drone made at him with a sword like weapon that mirrored Strucker's own blade. Despite his German heritage, Andreas Strucker's weapon looked more like a poorer version of the Szczerbiec, a Polish ceremonial sword, though Strucker's blade wasn't ceremonial in the slightest. The blade was an Adamantium/Vibranium alloy that was practically unbreakable. Andreas had spent hours of practice every day to keep up his own skills as a swordsman and keep in touch with his dead sister, who's skin he'd wrapped around the hilt of his weapon. It let him access her mutant powers and made his weapon all the deadlier.

"You know… I don't think that sword is going to do much to the Red Skull and his cosmic powers," Erik Josten, also known as Atlas, commented from behind him, "You're good with it… but I don't think the Skull won't fear swordsmanship."

"Captain America has beaten him with a Greek round shield," Andreas Strucker pointed out, "cosmic power doesn't truly amount to as much as you might think."

Andreas firmly believed that the Red Skull could be beaten, even if by someone without great power. He'd seen plenty of news reports that showed the Red Skull losing to Captain America in situations where the Skull held a clear advantage. His stances on the present rivalry between Zemo and Maria Hill over the Red Skull were a different thing. He agreed with Zemo in the sense that the Red Skull ought to be dealt with permanently as the Skull represented a great deal of poor decisions that Andreas and his sister had been raised to believe in.

His father, Baron Wolfgang von Strucker, had raised Andreas and his sister to be the perfect Nazi/white supremacist children in line with Baron von Strucker's own Nazi beliefs. It ultimately lead Andreas and his sister into all sorts of trouble and a fair number of things that Andreas now wished he hadn't done, though it ultimately took getting beaten utterly by those who his father would claim were inferior, the death of his sister, and being brainwashed by Purple Man for him to realize it. In this way, Andreas was not too unlike Zemo now in the sense of trying to atone for past sins, though Andreas didn't really hold Zemo in very high regard either.

The closest person that Andreas had any sort of relationship with was his sister. He privately longed for a shot at seeing her alive again, especially with all the supposed stories of scientists proving ways to cheat death, though those things had so far proved elusive. There were also the fuzzy points in his memory that also left him with the wonder as to whether or not Zemo was involved in his sister's death or knew something about it. So, until he either could get his sister back or find out who killed her, Andreas would follow Zemo, though if Zemo played a role in her death, he'd do his best to make sure Zemo payed for it.

Atlas was about to answer when the door to the training room opened to reveal Baron Zemo standing in the doorway. Both turned to face the Thunderbolts leader. Zemo glanced to both and noted that Andreas had been training. Zemo, though, also knew to keep a close eye on Andreas, as he had killed Andrea von Strucker when she got too close to some of his own plans and might have ruined them. He also knew that neither of the von Strucker children were entirely "good" people. Baron Wolfgang von Strucker had raised them BOTH to be white supremacists and their own criminal records indicated that they continued to support that. Both von Strucker children might be skilled, but their records didn't indicate any real changes on their own part.

That was why he had Purple Man brainwash Andreas, it might lead to getting something good for him rather than ending up in the same downward spiral that doomed Wolfgang von Strucker and Hydra and Zemo's own father, Baron Heinrich Zemo. Both of their respective parents fought for the wrong ideas without ever stopping to think over things. Helmut Zemo, however, did seek some redemption for his mistakes at the head of the Masters of Evil even if some of his means were less than noble. Brainwashing Andreas von Strucker fit into that category, and while he may have broken some of Purple Man's brainwashing, some of it had seemed to take a firm hold. That would give Andreas something to live for beyond the criminal actions that Baron Wolfgang von Strucker had wanted for him.

"The Red Skull is on the move," Zemo announced as both Andreas and Atlas turned to him, "so it is now time for us to move."

"Where is he going?" Andreas asked.

"Some KKK hut in Louisiana," Zemo answered, "the precise reason doesn't matter… so long as we bring him down."

"What is he bringing with him?" Atlas wondered.

"Only himself," Zemo replied as they began to follow him out, "but with his powers with the Cosmic Cube we'd also face the potential of him either empowering those he contacts or simply creating monsters out of inanimate objects."

 **Dupont, Louisiana**

"Things ain't been great," a lone man grumbled as he leaned into a fairly simple white refrigerator looking through the choices of beer that he had to choose from, "elections put a buncha dumb hippies in Congress and none of 'em are gonna look out for us."

The man made his choice and then then took the beer back to the living room of his home where two men were seated on a worn out looking couch, another was seated in an easy chair, while his wife sat on a wooden chair that was set up by the wall. On the wall above the couch, the Confederate battle flag hung prominently, which the man saluted before sitting down on another wooden chair next to his wife. This let their group set up their own round robin seating for their meetings.

"It's not just the elections that haven't gone great, Jeb," said one man on the couch and actually the fittest man there. The rest had rather average to even overweight builds while this man looked like he spent a good portion of his day lifting weights in his basement. "You see it everywhere… where all the wrong people walk around like they own the place. Blacks hating whites is okay, but us trying to stand up for OUR rights is wrong. People ain't gonna listen to us, even if we hold a rally or protest over something."

"And our chapter has been declining," the man in the easy chair grumbled, "likely due to all the illegals…"

"Which makes no sense," the fit man commented, "they come here and commit crimes, steal Social Security, and vote for hippies and that SHOULD rally people to us."

"The world is broken, I suppose," the first man, Jeb, sighed.

"Then perhaps a time has come to fix it," a male voice sounded as a flash of blue light enveloped the room and blinded five people in the room. When the light faded they were all startled to see the Red Skull standing alone in their living room in his golden armor and wearing a fairly confident smile. This produced some shock and surprise, which was to be expected as few people would expect to have a super powered being just suddenly appear in their home.

"The Red Skull!" the woman gasped in shock and surprise.

She pushed back with her legs and tried to get up, but all she ended up doing was tilting the chair backwards to the point that it fell. She and the chair landed hard with a resounding grunt and a crash, and it was a miracle the chair didn't break. Jeb moved to help his wife while the rest of his guests rose to their feet.

"You may relax, I am not here to harm anyone," the Red Skull spoke calmly as he eyed the suspicious to borderline nervous looks he got from the people in the room.

"This from a guy who's repeatedly attacked America!?" the other man who had been on couch demanded.

"To forge a better world, yes," the Red Skull answered, "can any of you honestly say that the way your country is going is right?"

"It hasn't gone right, but who is to say you aren't part of the problem?" Jeb asked.

"The fact that I've consistently stood for something more than the petty and outdated ideas that everyone is equal," the Red Skull replied, "look at all that your government has done… be it lead by Republicans or Democrats. Both have pumped a lot of money to those that don't deserve it and clearly lack the strength of will or heritage to move forward. Perhaps my means have been violent… but sometimes conflict MUST rise in order to cull the weak."

"And you came here to tell us this?" the other man on the couch asked.

"And to offer the best of you an opportunity to join the Fourth Reich's in direct service," the Red Skull answered as he looked to the fit man and then looked to the others, "and offer the advice needed to bring about things that will improve your country's stance and future…"

"Make us Nazis?" the fit man asked.

"We all despise the same people," the Red Skull answered, "the rest is simply a name game."

The fit man blinked and then nodded. In a way that made sense.

"And how are we to actually change things?" the man in the easy chair questioned, "Our chapter of the Klan has been shrinking for years. We're all that's left… and even with the chapters elsewhere that are growing… they're not growing at a rate to put people WE really want in power."

"Understandable," the Red Skull shrugged, "your country is presently wedded to a system that values holding the weak as the equals of the strong… BUT that also makes it an easy to manipulate system."

"Easy?" the woman questioned, "I'd hardly call getting yelled down by people easy."

"By law your country still gives you the 'freedom of speech,' correct?" the Red Skull questioned.

"Yeah, but that doesn't necessarily mean freedom from consequences," Jeb answered.

"And that is where you must understand HOW to manipulate the system," the Red Skull explained, "Don't just say you hate a group and rely on that. Look for where the system has failed to achieve results that are good for everyone and point to that area specifically. Make the case that compromises are failing because they give too much wiggle room for those that cause trouble to escape trouble."

"You're making it sound like we're to be normal Republicans," the man in the easy chair commented, "and on many accounts we do support them… as they're better than Democrats… but…"

"Sound like it… but not actually BEING it," the Red Skull answered, "politics is always a game of lies and misinformation. That's how it works. Every politician lies to serve the greater good. You must make it sound like your points are based on policy results and not solely on ideology. That's ultimately what helped get the Registration Act repealed."

"Ideology is why it failed?" Jeb wondered.

"Yes," the Red Skull nodded, "Maria Hill and the government clung to the act as though nothing could or should be changed in it and didn't bend to amend the act to make it fit under your Constitution. They made an ideological decision that the act was perfect and that everyone else had to change to suit it, which ISN'T how a democracy functions. A democracy depends on compromise. Ideology can only be the driving force when things like democracy have been crushed and replaced by those who understand that the mission in all of this is to provide the force of will on all with no check on their power."

The fit man was about say something when a red orange light flashed and the Red Skull was pulled out of the room just as easily as he appeared. This lead to some more gasps, but Jeb and his wife soon saw another red orange flash come from the front door. Jeb slowly moved forward, with his friends following to see what had happened. When they got to the door, they looked out through the window in the door to see the Red Skull standing in the street with Baron Zemo and his Thunderbolts facing off against him.

 **Folding Castle**

While the rest of the Thunderbolts moved to confront the Red Skull, Radioactive Man moved to the main communications room in the castle. Normally it allowed Zemo to contact the outside world and particularly the Thunderbolts' political masters in Washington DC. In pure theory, one could contact others too, but the primary connections were to the Commission on Superhuman Activities Office. Since the start of the present feud with Maria Hill over WHO lead the Thunderbolts, the room had largely been unused as those that normally contacted the Thunderbolts this way weren't doing so and Zemo had seen no expressed reason to involve other hero groups in his problems. Radioactive Man probably figured that Zemo didn't want to go to them because of the bad blood that went between Zemo and the Avengers.

Radioactive Man flipped the light on and carefully walked on. As he entered, he found that there was already a message coming in, as though someone was trying to call the Folding Castle. This was a surprise, but Radioactive Man shrugged for a moment, pressed the answer button and turned to a large high definition computer screen that was mounted on the far wall. The screen flashed white for a moment and then came on to reveal Maria Hill and Gang Guo appeared on it. Radioactive Man was a bit surprised to a representative of his government there, but he did his best to try and hide his surprise.

"Radioactive Man," Hill said slowly, "A slight surprise… but not entirely unexpected."

Radioactive Man blinked and watched Hill step to aside and gesture to Gang Guo.

"This is Gang Guo," Hill spoke, "He is with your embassy and he would like to speak with you directly."

With that, Hill then stepped back and let Gang Guo step forward. Radioactive Man privately noted that Hill did not move far enough away that she was off the screen or unable to notice anything that would be side by either of the two Chinese citizens. It made Radioactive Man wonder if Gang Guo was actually from the embassy or not. A part of him figured saying something in Chinese, as he doubted Hill understood the language, but that didn't mean that Hill DIDN'T understand Chinese. Eventually he decided to let that go.

"I was about to contact our government," Radioactive Man said after a moment or two.

"Then it is good that that I came," Gang Guo commented, "for as I have said to General Hill, our government does have concerns regarding General Hill's Thunderbolts' program."

"Baron Zemo is the leader of the Thunderbolts and wishes the opportunity to prove himself as the leader," Radioactive Man spoke quickly, his eyes glancing to Hill. For the moment, the woman didn't say anything, but he wasn't about to let her interrupt him. "However, General Hill refuses to let the man with experience leading the REAL Thunderbolts team prove himself to her or to the US government."

"We are well aware of the present disagreements between the US government and Baron Zemo over WHO the Thunderbolts are," Gang Guo spoke, using the word "we" to refer to the Chinese government, "however, it is our position that we and agents of our government remain on the side of the US government in any struggle… if at all."

Radioactive Man blinked in surprise, "what are you saying?"

"We do not want you involved with Zemo in the course of this present disagreement," Gang Guo answered, "Not unless there is some assurance that Zemo and the US government can reach some agreement… which at the moment we do not find likely."

"Zemo has been the leader of the Thunderbolts for quite some time," Radioactive Man pointed out, "and is opposed to working for the US government. There is room for agreement. Put Osborn in prison and let the Thunderbolts back in their role as the US Government's sponsored team. Particularly when the Red Skull is still out there."

"And what do we do when Zemo decides to go against the government?" Maria Hill questioned from where she stood, "He has a history that has been opposed to the law… shoot he's had a history of working WITH the Red Skull from time to time. Our government cannot keep putting people who will turn on us when they personally disagree… first Rogers then Zemo. When is treason a crime, exactly?"

Radioactive Man didn't answer.

"Our government CANNOT be involved in a struggle in which it would appear to have an agent of our government fighting against the US government," Gang Guo spoke, "Our countries are already walking tight diplomatic avenues in certain areas and are reliant on our trade."

Radioactive Man was quiet for a moment, as it effectively amounted to him quitting the Thunderbolts, which really wasn't something that he wanted to do. He had seen Baron Zemo try to turn himself around, and regardless of any and all past workings with the Red Skull, it was clear Zemo didn't agree with the Skull now.

"So… I am to be recalled?" Radioactive Man asked after a moment.

"My instructions are to inform you that it would be our preference that you report to General Hill and serve in her Thunderbolts," Gang Guo spoke, "Perhaps you may use the wisdom of those who invented wisdom to negotiate a peaceful end to the differences the US has with Baron Zemo, but it is our preference that your place is on the side of the US government in this conflict and not in a position that would require the US and China to go to war."

"But…" Radioactive Man began, feeling that Hill's positions regarding H.A.M.M.E.R. and the Thunderbolts were wrong and potentially troubling and that these orders were to essentially support that mistake.

"Those are your orders from our government, Dr. Lu," Gang Guo said firmly, "Please obey them as the consequences of disobedience will not be good for you or for China."

"I expect you here within an hour," Hill then spoke and the communication link ended.

 **Dupont, Louisiana**

"Your game ends here, Skull," Zemo spoke as his present Thunderbolts fanned out to surround the Red Skull, "Surrender, now."

"Game?" the Red Skull asked back with a slight smirk, "and pray tell, what game am I playing here?"

Zemo watched as the Red Skull gestured around him and the neighborhood area that surrounded them.

"This little town is hardly important in any strategic sense," the Red Skull pointed out, "and I am but one man…"

"One man with the power to practically change reality at a whim," MACH IV spoke, "and supposedly had ties to the attack in Stamford."

"You have no concrete proof," the Red Skull answered.

"Still," Zemo spoke, "given your record, I doubt anyone would turn down having you brought before them in chains. Your record of criminal attacks on this country is LONGER than mine."

Zemo then fired a harsh energy blast from one of his moonstones that hit the Red Skull in the chest and sent him flying backward. The Red Skull glared back at Zemo and narrowed his eyes.

"The only difference between us, Skull," Zemo continued, "Is that I am trying to change… prove I am better than… than myself. You haven't!"

"If that's how you wish to see it, Baron," the Red Skull answered and raised a fist and fired a blast of cosmic energy from it. His aim was for the moonstones that orbited around Zemo's head, but Zemo saw it coming and pulled his moonstones down so that they were behind him. What the Thunderbolts leader didn't know was that the Skull's blast would adjust as the moonstones moved and ultimately hit Zemo in the chest, sending him flying backwards far harder than the attack Zemo had made on the Skull had done. "Then perhaps I will solve the American government's problem with you and let them clean up the pieces of your defeated team."

He was about to take a step forward when he found himself encased in ice up to his waist while a pair of long grappling claws reached for his shoulders. The Red Skull looked to see that Blizzard had frozen him in place from one side while Smuggler was reaching out with the powers his suit allowed that gave him a connection to the "dark force dimension" in an attempt to hold him still. The rest of the gathered Thunderbolts also began to gather to strike at him.

"We're a team, Skull," Songbird spoke, "You fight one of us… you fight all of us!"

She then let loose a sonic scream that made the Red Skull cringe and restrained by Blizzard's ice and Smuggler's extended claws, he couldn't dive away from it. The best the Red Skull could do was shield himself in his own power and let Songbird's attack crack Blizzard's ice. He could barely hear the ice cracking under the attack, but after a few moments the ice did break and the Red Skull was free. He then reached up behind him and grabbed hold of Smuggler's wrists and then literally swung Smuggler over his head and forcing Songbird to retreat and dive away.

However, the Red Skull wasn't through using Smuggler as a weapon, and he pivoted on one heal and swung Smuggler as though he were on the end of a rope. The Thunderbolt screamed as he was slammed into Joystick, Swordsman, and Blizzard before being thrown into the air. Atlas grew up to his full size and caught Smuggler. The Red Skull calmly stood and assessed his own situation. MACH IV had flown into the air and Fixer had had to dive to avoid being hit by Smuggler and the rest of the Thunderbolts were in the process of recovering from the opening moves. The biggest threat to him was Zemo, himself, who was back on his feet and with his moonstones glowing with a very angry looking orange color.

"I can't let this go on," the Red Skull thought to himself, knowing that his mission was only to get the fit man that had been among the KKK members he'd been talking with earlier in order to start building an army and putting together the population base that would ultimately enable him to keep his country going and prepare for the ultimate reckoning with the world as a whole. "Best to create some distractions."

0-0-0

"He's fighting the Thunderbolts!" Jeb commented from the doorway as they watched the ongoing battle as it started.

"Nah, he's fighting Zemo," said a man to Jeb's right, "The Thunderbolts are whoever is going to join that Hill woman… Dumb woman got her butt handed to her by dumb playboys like Stark and Rogers and she still wants control over heroes…"

"Maybe the Red Skull was right," the fit man commented, "time to create a new world. One that respects who is strong and who has a RIGHT to rule and puts all the proper pieces of social order back in place."

"Do you think he can beat Zemo's team though?" a man to Jeb's left wondered.

"He looks like he can hold them off," the fit man commented, "but they may just overwhelm him with their numbers."

0-0-0

MACH IV had his gauntlets aimed at the Red Skull and was building up the power to fire the upgraded weapons that Fixer had installed. Below him, Fixer was also readying his own weapons. The Red Skull had effectively negated a good portion of the team, demonstrating both his powers with cosmic cube and the combat training that he'd gone through to fight against the Allies back in World War II. However, he was still alone and thus vulnerable. MACH IV kept his gauntlets aimed as he built up power to fire when he suddenly heard a huge sort of crackling sound. He turned to see what looked like a giant dragon-like monster made out of the material of the street moving toward them.

"What the…?" MACH IV gasped as he looked at this beast and then dove back to avoid it as it swiped at him, and then warned to the others, "Look out!"

He managed to fire one un-aimed shot in the general direction at the Red Skull, but his prime focus was now on this strange creature that the Red Skull had created. On the ground, Fixer never got the chance to fire on the Red Skull as he turned to see this monstrous creature towering over him readying to bring down its great claws down on him. He was about to fire when Blizzard fired out a barrage of ice that formed something of a shield and stopped the creature from bringing its fore-paws down.

"Thanks," Fixer spoke.

"Don't thank me until after we've figured out how to get rid of it," Blizzard answered as the beast roared and pounded on his ice shield.

"Hitting it is a good place to start!" Joystick spoke and ran forward with her staff above her head.

Fixer knew she wouldn't do damage to that monster on her own and aimed his blasters at the stone dragon's wing joints and fired. The shot got their quickly and Fixer noted a blue flash before his shots hit the beast. The shots created a few small explosions, but they did a lot. The beast's wings looked like they were only barely held on. That gave Fixer some confidence that his weapons had worked.

"Joystick!" Fixer called to her, "go for its wings! See if you can knock them off!"

"Got it!" Joystick answered and drove her staff into one of the cracks and then pushed down on the staff, in order to use it like a lever.

From the ground, Fixer smiled as the beast roared, as if in pain and as its wing fell off and landed with a great crash. He might not have gotten his test against the Red Skull directly, but his weapons did get a test at cosmic cube created constructs and worked perfectly. That'd mean that it'd work well enough against the Red Skull himself. He looked back to Blizzard and then commented.

"Do you think you can restrain that thing?" Fixer asked.

"Blizzard nodded.

0-0-0

MACH IV's shot missed the Red Skull as he dove and rolled forward. As he rose to his feet, he heard an impassioned scream and turned to see Swordsman charging him with his weapon held high. Conjuring a long sword with a gold hilt and a skull on the pommel, the Red Skull met Swordsman's attack and deflected it and let Swordsmen's own momentum carry him forward to the point that ended up running from the Red Skull with his back exposed. The Red Skull then simply hit him in the back with a blast of cosmic energy. It was strong enough to knock Swordsman out and nothing more, as the Red Skull had no personal quarrel with Zemo or the Thunderbolts.

Regardless of claims of being "reformed," the Red Skull was fairly certain that Zemo had his own games that he was playing. The news reports of the government raising NEW Thunderbolts team that didn't involve Zemo seemed to fit in with the Red Skull's suspicions. Zemo had to have some agenda the government didn't like and would soon be fighting the government that he claimed to serve. He figured that fear of that would be enough to get Zemo to come back to him, but the fact that Zemo hadn't done was enough to convince the Red Skull not to get himself involved in that likely fight.

"Now, Baron," the Red Skull spoke as he turned to face Baron Zemo who was approaching him with his own sword drawn, "You've had your little show of force, and I must say I'm impressed. But I've caused NO trouble here and you've done me no real harm. I can keep your team battling constructs for as long as I like and keep my focus… and with the practice I've had with the cosmic cube, I am excellent at multitasking."

"How well can you multitask when I put the pressure on you?" Zemo questioned and lunged forward with his sword, forcing the Red Skull to step back.

Stepping back only put the Red Skull into the aim of Zemo's moonstones and another hit from a sonic scream from songbird that sent him tumbling backward. It didn't really hurt, thanks to the protective blanket of cosmic energy the Red Skull kept himself wrapped in, but he did have to admit that he did feel the blasts that the Baron's moonstones shot at him. His creature didn't dissipate, but he also knew from experience that in situations like this, his construct wouldn't last for long and he'd fail in his primary mission.

"Because my goal is to bring YOU in," Zemo answered, "and I will do all that I can to do just that."

"Then perhaps it is time for all sides to pull apart then," the Red Skull answered and teleported back a few feet so that he was close to door to Jeb's house. He then snapped his fingers and the fit man that he'd actually come to recruit suddenly appeared beside the Red Skull. "Let us rethink our next move, yes?"

With that, both men began to fade from view. Zemo's eyes widened and reached out to try and blast the Red Skull with his moonstones before he could flee, but they passed right through him as the Red Skull disappeared.

"Auf Wiedersehen," the Red Skull's voice said almost playfully leaving the Thunderbolts alone.

The monster that Fixer, MACH IV, Atlas, Joystick, and Blizzard were battling faded away into nothing and returned to being the street they were standing on. There was no damage to it, as though nothing had ever happened. The only signs of a battle were Smuggler and Swordsman lying on the ground and out cold and the various chunks of ice lying on the ground that Blizzard had used against the Red Skull's construct.

"Damn it!" Zemo cursed as he knew the Red Skull had gotten away.

 **Folding Castle**

The return to the Folding Castle did not carry the sort of feeling of triumph that Zemo hoped for. While they could claim victory in the actual fighting with the Red Skull, they were unable to prevent him from getting his recruit and prevent the Red Skull from escaping them, which was their main objective. It left Zemo in a sour mood as he watched Fixer and Joystick carry the unconscious Swordsman while Atlas and Blizzard carried an unconscious Smuggler.

"At least he only got away with one man," Songbird said to Zemo as the two looked over the moving of the unconscious to the castle's medical wing, "Things could have been worse."

"He still managed to escape, demonstrating that we weren't able to get him to a point where we could render him unconscious or cut his link to the Cosmic Cube that he has," Zemo answered, "which was the objective. In that we failed."

Songbird placed a hand as if to assure him that things would get better. Zemo felt it and looked down and away for the moment. Melissa Gold, Songbird, was a beautiful woman who Zemo felt had the skills to lead the team in the field if he was there. Meanwhile, he was hardly what one would call handsome. His face had been badly scarred by having his father's famous Adhesive X splashed on it as a result of one of his own failed schemes as a villain failing. Zemo could hide it through the use of his moonstones, but that was still only an illusion. As such, Zemo accepted the assurance, but didn't really feel that he truly deserved any woman's attention beyond what would be considered professional relationships.

"Things will get better, Helmut," Songbird said slowly, "The Red Skull may have gotten away, but we did drive him off… and Fixer is confident that his modified weapons worked perfectly against the Red Skull's powers… even if the test was against a construct. We will surely get a better opportunity against him next time."

Zemo nodded before he heard a new voice and turned to see Overmind walking into the entry and departure area to the Folding Castle.

"With the Red Skull, that may be correct," Overmind spoke vocally, being close enough that telepathic communication was unnecessary, "though against Maria Hill, H.A.M.M.E.R. and her Thunderbolts… that may be a different story."

"Her Thunderbolts?" Zemo questioned, "Her press release was nothing more than a political ploy. She wishes to play games and nothing more. Once we defeat and bring in the Red Skull, she and her political masters will HAVE to come back to the bargaining table where WE will have the advantage."

"Perhaps," Overmind nodded, "but her political games for the moment have found a chink in our team's proverbial armor that could make things difficult."

Zemo stepped back in surprise at that. He felt his team was fairly united and strong to put up with just about anything that Maria Hill could try. Norman Osborn might be able to put together a fairly decent scheme against him as the Green Goblin, but he was only one man and his powers couldn't compete with his moonstones the way the Red Skull could with the powers of the Cosmic Cube.

"What happened?" Songbird asked when Zemo didn't say anything.

"Either through her own accord or from pressure from the Chinese government, Hill contacted us when Radioactive Man tried to convince the Chinese government to side with us against Maria Hill," Overmind spoke, "and it was revealed that the Chinese government has already made it clear that they are not interested in taking any stand against the US government over the Thunderbolts issue…"

"And thus sided with Hill and forced Radioactive Man to join them," Zemo spoke, realizing that Radioactive Man had left due to his own loyalties to his country's government.

"Radioactive Man carries the hope that he might be able to convince Hill to back off and return to the bargaining table as you put it," Overmind spoke, "but his position was forced and his odds of success are low…"

Zemo nodded and mentally growled in frustration. He'd not only failed to capture the Red Skull, but issues of divided loyalties were being used to take apart his own team. That was actually the bigger defeat in the entire position they were in, as while he felt his team had been strong, Zemo was well aware of the positions where the his team could be taken apart.

 **To Be Continued…**

" **The time has come for others to consider their own response to the tragic conflict of loyalties with which I have myself wrestled for perhaps too long."**

 _Geoffrey Howe, British Conservative politician (1926 – 2015) – Resignation speech in the House of Commons on November 13, 1990_


End file.
